GENERAL TERMS & CONDITIONS OF PURCHASE/SERVICE
1. Supply of chemical engineering products
1.1 A.I. Schulze Chemotechnische Fabrik e.K. (hereinafter called A.I. Schulze) supplies its customers with chemical engineering products. The customer is responsible for any use of the product not conforming to the instructions on the order form issued by A.I. Schulze or by a company authorised to act on behalf of A.I. Schulze.
1.2 The customer has a non-exclusive right to use the product in its unchanged state for the agreed purpose for which it is intended according to the order form and on which it is used for the first time.
2 Reservation of title, liability for defects
2.1 The ownership of the product shall pass to the customer on full payment of the purchase price
2.2 If any defects with the product should come to light within 12 months of delivery (statutory period of limitation) which are due to circumstances which pertained prior to delivery (e.g. manufacturing or material defects), A.I. Schulze shall take the relevant course of action to the exclusion of further claims, choosing either to rectify said defects or supply a replacement product.
2.3 Defects with the product shall be rectified by supplying products from a new batch, provided that the defect is reproducible and occurs in the last batch supplied to the customer in any given case. The customer shall provide A.I. Schulze with all the documents and information necessary to rectify the problem. Until such time as a new specification is released, A.I. Schulze shall provide the customer with an interim solution to circumvent the problem if the cost of said course of action is viable and if the customer can no longer delay operations and work around the defect.
2.4 If the defect is not rectified within a reasonable amount of time or circumvented in a way which is reasonable for the customer then the customer shall be duly entitled to claim a reduction in price or to withdraw from the contract.
2.5 Paragraph 4.4 shall apply analogously to any further claims for defects and to claims for reimbursement of expenses and claims for damages.
2.6 Reference should be made to the warranty conditions enclosed with the respective products.
3.1 The purchase prices for the product and other non-routine costs are payable as soon as the goods have been delivered or the service provided and the invoice has been received by the customer.
- The statutory value added tax is also added to the prices as applicable at the time of the invoice.
- The customer may only offset charges against undisputed claims or claims recognised by declaratory judgment.
3.2 The service prices are payable in advance after the signing of the contract. If arrangements have been made to pay quarterly or annually then the service prices are to be paid in advance for the remainder of the current quarter after the signing of the contract and then quarterly or annually thereafter.
3.3 Price escalation clause
The prices set out in the respective individual contracts are valid for the specified term of the contract in any given case. Thereafter A.I. Schulze reserves the right to adjust the prices.
4 Liability of A.I. Schulze
4.1 If the customer does not receive goods or services on time, for reasons for which A.I. Schulze is responsible, and can credibly demonstrate that this has incurred damages or expenses then the customer may claim a lump sum by way of compensation. A.I. Schulze accepts no responsibility for acts of mobilisation, war, riots, strikes and lockout. If the delay relates to delivered products or the performance of services, an allowance shall be made for each complete week of delay, albeit up to a maximum of 5 % of the purchase price. If the customer cannot take due delivery of some goods or services as agreed then the lump sum allowance for damages or reimbursement of expenses shall be reduced accordingly.
4.2 No claims may be made for damages or reimbursement of expenses over and above the limits set out in paragraph 4.1 in any event of late delivery or performance, including after the expiry of a time limit set by A.I. Schulze, except in case of compulsory liability. This shall not affect the customer’s right to withdraw from the contract and is without prejudice to the terms set out in paragraphs 4.3 and 4.4. The law only provides for the customer to withdraw from the contract insofar as A.I. Schulze is responsible for the delay in performance.
4.3 The customer shall be required, at the request of A.I. Schulze, to respond to the delay in performance either by withdrawing from the contract or by insisting on the performance, and shall be allowed a reasonable amount of time by A.I. Schulze to come to a decision in this regard. Until such time as this decision has been made, A.I. Schulze shall remain entitled to provide the service and the customer shall remain obliged to accept the service.
4.4 A.I. Schulze shall have unlimited liability for personal injury for which it is responsible (injury to life, limb or health) and shall pay compensation of up to EUR 500,000.00 per occurrence of material damage for which it is responsible to cover the cost of reparations.
4.5 No further claims for damages or reimbursement of expenses other than those expressly specified in these terms may be made by the customer, regardless of legal grounds, especially such as relate to loss or damage arising from advice, preparatory assistance with application engineering, failings due to disruption to operations, lost profit, lost interest and consequential harm caused by defects, unless there is a compelling case for liability, such as in the event of damage to privately used property or due to wilful intent, gross negligence, breach of major contractual duties or an infringement of the Product Liability Act. In the event of breach of major contractual duties, however, the amount of damages or compensation shall be limited to that which is foreseeable and typical under contracts of this kind, except in cases of wilful intent or gross negligence.
4.6 The above terms do not imply any change in the burden of proof to the prejudice of the customer.
Services are provided during the normal hours of business of A.I. Schulze (Monday to Friday from 8:00 to 18:00 hrs. except on public holidays). Fault rectification work generally starts within 24 hours of being notified of the fault.
Services are provided from Monday to Friday from 8:00 to 18:00 hrs. (except on public holidays). Fault rectification work generally starts within four hours of being notified of the fault.
5 Export permits, supplementary agreements, transfer of contractual rights and duties, place of jurisdiction
5.1 A permit may be required to export the contractual items and documents, possibly on account of their nature or intended use (see also information in delivery notes and invoices).
5.2 Supplementary agreements must be set out in writing.
5.3 A.I. Schulze may assign claims arising from this contract to third parties at any time. Furthermore, A.I. Schulze may transfer rights and obligations arising from this contract to third parties if the customer does not object in writing within four weeks of receiving notification to this effect. A.I. Schulze shall make reference to these arrangements in the notification.
Right of rescission
You may revoke your contractual declaration within 14 days, without stating reasons, in writing (e.g. letter, fax, email) or – if the item is already in your possession before said time limit expires – by sending back the item. The time limit shall commence on receipt of these instructions in writing but not before receipt of goods by the addressee (in the case of repeat deliveries of the same kind of goods: not before receipt of the first part delivery), and not before we have complied with our duties to supply information under article 246 paragraph 2 in conjunction with § 1 sections 1 and 2 of the Introductory Law of the German Civil Code (EGBGB) and our duties under paragraph 312g section 1 sentence 1 of the German Civil Code (BGB) in conjunction with article 246 paragraph 3 of the Introductory Law of the German Civil Code (EGBGB).
The punctual dispatch of the notice of rescission or of the item shall suffice to meet the time limit for cancellation. Notice of cancellation should be addressed to:
A.I. Schulze Chemotechnische Fabrik e.K.
Fax 03581 75005-20
Consequences of rescission
In the event of a valid cancellation then any services already received by both parties and any profit derived therefrom (e.g. interest) must be returned. If you are unable to return the service and its benefits (e.g. amenity and advantage of use) in full or in part or in perfect condition then you shall be liable to compensate us accordingly. You shall only be required to pay compensation for deterioration of the item and for derived benefits insofar as the benefits or deterioration are attributable to usage of the item beyond the mere testing of its properties and function. The “testing of the properties and function” refers to testing and trying out the goods in such a way as might be possible and usual in retail outlets. Items which can be shipped in parcels are to be sent back at our risk. You shall be required to pay the regular costs of the return shipment if the goods delivered correspond to the goods ordered and if the price of the item to be returned does not exceed 40 euro or, insofar as the price of the item is higher, if you have not yet given consideration or made a contractually agreed part payment at the time of the rescission.
5.5 The place of jurisdiction is Görlitz if the customer is a merchant. German law is the applicable law.
A.I. Schulze Chemotechnische Fabrik e.K.
Tel. 0 3581 75005-0
Fax 0 3581 75005-20